Registration Statement No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
Registration Statement Under the Securities Act of 1933
__________________________
A.T. CROSS COMPANY
(Exact name of issuer as specified in its charter)
RHODE ISLAND ______ 05-0126220
(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
One Albion Road
Lincoln, Rhode Island 02865
(401)333-1200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
A.T. Cross Company Non-Qualified Stock Option Plan
(Full Title of the Plan)
Tina C. Benik, Esq.
One Albion Road
Lincoln, Rhode Island 02865
(401)333-1200
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
Copy to:
Lynne Barry Dolan, Esq.
2400 Hospital Trust Plaza
Providence, Rhode Island 02903
(401)421-3670
____________________
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. []
Approximate Date of Commencement of Proposed Sale to Public:
From time to time after the effective date of this Registration
Statement.
Exhibit Index on Page 11
CALCULATION OF REGISTRATION FEE
========================================================================
Title of
Each Class of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registra-
Registered Registered Per Share(*) Offering Price tion Fee
Class A
Common Stock
(par value
$1.00) 675,000 shs. $15.75 $10,631,250 $3,665.94
========================================================================
(*) Computed pursuant to Rule 457(h) solely for the purpose of
determining
the registration fee, based on the average of the high and low prices of
the
Corporation's Common Stock as reported by the American Stock Exchange on
November 28, 1995.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by A.T. Cross
Company (the "Registrant") with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest Annual Report filed on
Form 10-K; and
(b) All other reports filed by the Registrant pursuant
to Sections 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the financial statements
contained in the prospectus referred to in (a) above; and
(c) The description of the Registrant's Class A common stock
contained in the Registrant's registration statement filed under
Section 12 of the Exchange Act, including any amendment or reports
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that
all of the shares of Class A common stock offered have been
sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent
that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Under the Rhode Island Business Corporation Act, a
corporation has the power to indemnify any person made a
party to any proceeding by reason of the fact that he is or
was a director of the corporation or, while a director of the
corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan, so
long as the person (i) conducted himself in good faith, (ii)
reasonably believed, in the case of conduct in his official
capacity with the corporation, that his conduct was in its
best interests, and in all other cases that his conduct was
at least not opposed to its best interests, and (iii) in the
case of any criminal proceeding, he had no reasonable cause
to believe that his conduct was unlawful. Indemnification
may be made against judgments, penalties, fines, settlements,
and reasonable expenses actually incurred by the person in
connection with the proceeding, but shall not be made in
respect of any proceeding in which the person shall have been
adjudged to be liable to the corporation. Notwithstanding
the foregoing, a director shall not be indemnified in respect
of any proceeding charging improper personal benefit to him,
whether or not involving action in his official capacity, in
which he shall have been adjudged to be liable on the basis
that personal benefit was improperly received by him.
Indemnification may not be made unless authorized in the
specific case after a determination has been made by the
Board of Directors or other specific body that
indemnification of the director is permissible in the
circumstances because he has met the standard of conduct set
forth above.
In general, an officer of a corporation may be
indemnified to the same extent as a director.
In addition to the authority conferred upon the
Registrant as provided above, the Restated Articles of
Incorporation of the Registrant provide that the Board of
Directors may authorize agreements to be entered into with
each director to provide that the Registrant shall pay, on
behalf of the director with whom the same is entered into,
certain losses or expenses arising from claims made against
the director in his capacity as a director of the Registrant
by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or other act
wrongfully done or attempted. The articles further provide
that any agreement so authorized may provide for the
advancement of expenses to a director prior to the final
disposition of any action, suit or proceeding involving such
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director and based on the alleged commission by the director
of any such breach of duty or other act wrongfully done or
attempted, subject to an undertaking by the director to repay
the same to the Registrant if the act involves a claim for
which indemnification is not permitted under the articles and
the final disposition of the action results in an
adjudication adverse to the director.
The Registrant's articles provide that any such agreement
may not provide for the indemnification of a director, or for
the reimbursement of a director, in connection with any claim
(A) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (B) for acts or omissions not
in good faith or which involve intentional misconduct or
knowing violation of law, (C) for profits under Section 16(b)
of the Exchange Act, or (D) for improper personal benefit
(unless the transaction is permitted by the Rhode Island
Business Corporation Act).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of the exhibits included as part of this
Registration Statement is set forth in the Exhibit Index
which immediately precedes such exhibits and is hereby
incorporated by reference herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement (or the most recent post-effective
amendment thereof); and
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(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in
the Registration Statement;
provided, however, that paragraphs (i) and (ii)
shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, a copy of the
Registrant's annual report to shareholders for its last
fiscal year, unless such employee otherwise has received a
copy of such report, in which case the Registrant shall state
in the prospectus that it will promptly furnish, without
charge, a copy of such report upon written request from the
employee.
(d) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the provisions described in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
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against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit, or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether
such indemnification by itself is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 1st day of December, 1995.
A.T. CROSS COMPANY
By: John E. Buckley
Title: Executive Vice President,
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the persons
whose signature appears below does hereby constitute and
appoint Russell A. Boss, John E. Buckley and Tina C. Benik,
and each of them, with full power of substitution and full
power to act without the others, his true and lawful attorney-
in-fact and agent for him in his name, place and stead, in
any and all capacities, to sign any and all amendments to the
Registration Statement on Form S-8 with respect to 675,000
shares of the Class A Common Stock, $1.00 par value, of A.T.
Cross Company issued pursuant to the A.T. Cross Company Non-
Qualified Stock Option Plan, and any or all amendments
(including post-effective amendments) to such Registration
Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and
purposes, as they or he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done
by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Bradford R. Boss Chairman of the
Bradford R. Boss Board and Director December 1, 1995
/s/ Russell A. Boss President,
Russell A. Boss Chief Executive
Officer and Director December 1, 1995
/s/ John E. Buckley Executive Vice
John E. Buckley President, Chief
Operating Officer
and Director December 1, 1995
/s/ Michael El-Hillow Vice President
Michael El-Hillow Finance, Chief
Financial Officer
and Treasurer December 1, 1995
/s/ Donald W. Reilly Controller and
Donald W. Reilly Principal Account-
ing Officer December 1, 1995
/s/ Terrence Murray Director December 1, 1995
Terrence Murray
/s/ Thomas C. McDermott Director December 1, 1995
Thomas C. McDermott
/s/ James C. Tappan Director December 1, 1995
James C. Tappan
/s/ Bernard V. Buonanno Director December 1, 1995
Bernard V. Buonanno, Jr.
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/s/ Edwin G. Torrance Director December 1, 1995
Edwin G. Torrance
/s/ H. Frederick Krimendahl Director December 1, 1995
H. Frederick Krimendahl II
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
3.1 Amended and Restated
Articles of Incorporation of
the Registrant, (filed as
Exhibit (3) to the Registrant's
Report on Form 10-K for the year
ended December 31, 1980 and by
this reference incorporated
herein); Amendment to Restated
Articles of Incorportion
(filed as Exhibit A to the
Registrant's Definitive Proxy
Statement for the 1989 Annual
Meeting of Shareholders and by
this reference incorporated
herein). N/A
3.2 By-laws of the Registrant, as
amended.
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5 Opinion of Lynne Barry Dolan, Esq. 22
23.1 Consent of Ernst & Young LLP 23
23.2 Consent of Lynne Barry Dolan, Esq.
(included in Opinion filed
as Exhibit 5).
N/A
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